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Plot

In Undertown, Ben, Max, and Rook are shopping for ingredients for an alien recipe. Max goes to another aisle to pick up an ingredient, but he soon comes running back, screaming. It is shown that he is being chased by a bipedal Terroranchula. Rook shoots at it with his Proto-Tool, but with no effect. Ben uses Feedback to fight the Terroranchula, but Rook notifies Ben the Terroranchula can't be hurt by electric attacks, because he absorbs energy. Max comes along and rams the creature with the Proto-TRUK, while Feedback draws power from it. After he absorbs all of his energy, the monster turns out to be Phil. Phil pleads for help from Max, as he explains how 5 years ago when Malware and Dr. Psychobos attached the Nemetrix on him and sent him to attack Ben for a test run, but he couldn't handle the feral nature of the device. After his failure, he was sent back to the Null Void. Phil stops explaining here, as he loses control and transforms back into the Terroranchula and crawls up a pipe to search for a recharge.

While Ben, Rook, and Max are searching for Phil in Bellwood, Ben notices the flickering power lights in one direction. There they find Phil, who escaped into a street and started absorbing powerlines. The battery of the Proto-Tool was low, which prevented Rook from attacking. Ben attempts to transform into Feedback, but transforms Frankenstrike instead. He attacks Phil, without much real damage. After some careful maneuvering, Frankenstrike manages to lead Phil into a construction site, where Rook buries him in a concrete pipe blocked by steel beams and dirt. They then contemplate the best place to keep Phil contained while working on a cure for him.

Back at Plumber Headquarters, Blukic and Driba have Phil locked in a cell, while Ben, Rook, and Max watch from the outside. Max questions as to whether it's safe to have Phil hooked up to any wires, but Driba explains the hookup is passive and that there shouldn't be a problem. He and Rook go on to explain that when Phil was exposed to the Nemetrix, it's possible that his DNA was shuffled around to create some sort of electric field around him that causes the transformations. During this explanation, Blukic notices that the base's power core is being affected by Phil's electric field. Max tells them to hurry and disconnect Phil, but he tells them its too late. Ben transforms into Shocksquatch to give chase, but this just gives Phil a chance to recharge again and take off. Max and Rook show up as Ben transforms into AmpFibian and overloads Phil. But while his guard is down, the monster reveals that there hasn't been a "Phil" in the body for years, and kidnaps Ben.

Phil makes it to the power core and attempts to absorb it, but Max activates a security protocol, shielding the core. Phil defeats Ben and Rook, and flees to Undertown to try to absorb the Nosedeenians. Ben, Rook, and Max show up using concussive to try to stop him, but they did nothing. Ben transforms into Buzzshock, as Phil explains that his electric field is affecting the Omnitrix, giving him only electrical based aliens. After helping the Nosedeenians escape into the street, Buzzshock rallies them together as they lead Phil on a chase through the streets. Phil gets annoyed and catches Buzzshock, when suddenly Max and Rook show up in the Proto-TRUK with a Null Void Projector. Phil initially shuts it down, but Buzzshock charges it himself. As Phil is being pulled towards the portal, he makes a desperate plea for mercy, but Max decides that this is what he deserves. Afterwards, Max feels sad about sending Phil back, but Ben cheers him up by asking him if they can finish shopping for the ingredients.

By 11 year old Ben

By Phil

Quotes

Feedback: Let's drag this out! There's a dinner I'm in no hurry to get to! (Jumps to Phil but gets thrown) OK...Plan B then! (absorbs the wire's electricity and firing his energy beam)Rook: Ben! He absorbed the energy from my Proto-tool. I think you are only making him stronger!Feedback:(stops firing energy beam) Quicker with the info next time, partner!

Max: Be careful, Ben! Don't hurt Phil, just contain him!Frankenstrike: How about you tell him to take it easy on me? He's your friend.

Phil: Galvan techs? Patelliday was the first alien Plumber I ever saw on an Earth base.Max: Galvan Prime was more than happy to let us keep these two.

Ben: We should just toss him back where he came from.

Rook: You do not believe his pleas for help?Ben: Hey, we didn't throw him in the Null Void the first time for being an outstanding citizen. He's gaming us.Rook: Max seems to trust him, and I believe he is not the first monster to return from the Null Void in need of a friend.Ben: Phil is no Kevin.